Recent approaches to the study of memory emphasize that memory is the result of the interaction of processes occurring during encoding, rehearsal and retrieval. However, most of these processes lack an overt manifestation and can only be inferred indirectly. Recent evidence indicates that components of the Event-Related Brain Potential (ERP), such as P300 and Slow Wave, can be used to monitor some of these covert processes. In particular, Karis, Fabiani, and Donchin (1984) reported data suggesting that P300 manifests changes in the memory representations of events that facilitate their recall for rote memorizers but not for elaborators. The program we propose is designed to further confirm this observation, test its generality, and elucidate the nature of the change that occurs in the representation concurrently with a P300. We propose experiments testing the generality of the relationship between ERPs and recall in paradigms in oth verbal and non-verbal domains, and investigating the nature of the changes occurring in the memory representation as a consequence of the updating process, and the interactions between the status of the memory representation and subsequent recall performane. All the experiments proposed also address problems related to the role of distinctiveness in memory. The major long term objective of this program is to provide information concerning memory processes while they are occurring, by recording ERPs during and immediately after the presentation of stimuli. The joint analyses of ERPs, conventional performance measures and extended debriefing of the subjects will allow the development and testing of artiulated memory models. We also believe that this approach could be potentially very useful in addressing some of the issues related to the disorders of memory, by allowing the investigator to analyze and decompose the processes involved in the memory function.